UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 24, 2009
 
PROLIANCE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
         
Delaware
(State or other jurisdiction
of incorporation) 		  1-13894
(Commission
File Number) 		  34-1807383
(IRS Employer
Identification No.)
     
100 Gando Drive
New Haven, Connecticut
(Address of principal executive offices) 		  06513
(Zip Code)
Registrant’s telephone number, including area code: (203) 401-6450
 
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 1.01. Entry into a Material Definitive Agreement.
     As previously reported, on July 2, 2009, Proliance International, Inc. (“Proliance”) and its United States subsidiaries (together with Proliance, the “Debtors”) filed voluntary petitions for reorganization under chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The cases are being jointly administered as In re: Proliance International, Inc., Case No. 09-12278 (the “Bankruptcy Case”).
     On July 24, 2009, the Bankruptcy Court entered a final order permitting the Debtors to use, subject to substantially similar limitations as in the previously reported interim order, their operating revenues to pay employees, vendors and other obligations in order to enable the Debtors to operate their businesses without disruption through the closing of the sale of substantially all of Proliance’s North American assets as provided in the Acquisition Agreement among Proliance, certain of the other Debtors and Centrum Equities XV, LLC (“Buyer”).
     On July 24, 2009, the Bankruptcy Court also entered an order approving the final bid procedures for the solicitation of higher or otherwise better offers for the North American assets sale transaction pursuant to an auction process to be conducted under the supervision of the Bankruptcy Court. Under the bid procedures order, the current deadline for alternative bidders to submit bids is August 10, 2009, the auction (if necessary) is currently scheduled for August 12, 2009, and the sale hearing is currently scheduled for August 13, 2009. The bid procedures order authorizes Debtors to pay to Buyer a breakup fee equal to $645,000, plus reimbursement of up to $137,500 of Buyer’s reasonable expenses, upon the consummation of a competing transaction with another bidder. The Sellers and Buyer have entered into an amendment to the acquisition agreement to reflect the foregoing, a copy of which is filed as Exhibit 2.1 to this report.
Item 9.01. Financial Statements and Exhibits.
     (d) Exhibits.
     The following exhibit is attached to this Current Report on Form 8-K:
  2.1   Letter agreement, dated as of July 24, 2009, among Proliance International Inc., Aftermarket LLC, Proliance International Holding Corporation and Centrum Equities XV, LLC.

 

 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  PROLIANCE INTERNATIONAL, INC.
  		 
  By:   /s/ Arlen F. Henock    
    Name:   Arlen F. Henock   
    Title:   Executive Vice President
and Chief Financial Officer  		 
 
Date: July 27, 2009

 

Exhibit 2.1
PROLIANCE INTERNATIONAL, INC.
100 Gando Drive
New Haven, Connecticut 06513
July 24, 2009
Centrum Equities XV, LLC
c/o SSI Automotive, LLC
5111 Maryland Way, Suite 210
Brentwood, Tennessee 37027
Facsimile No.: (615) 221-1199
Attn: Roger Brown
      Re: Amendment to Acquisition Agreement
Ladies and Gentlemen:
     Reference is hereby made to the Acquisition Agreement (the “ Acquisition Agreement ”), dated July 2, 2009, by and among Proliance International, Inc. and certain of its subsidiaries (collectively, “ Sellers ”) and Centrum Equities XV, LLC (“ Buyer ”). Capitalized terms used herein and not otherwise defined have the meanings given to them in the Acquisition Agreement.
     The undersigned wish to amend the Acquisition Agreement. Accordingly, the undersigned agree as follows:
     1.  Break-Up Fee . (a) The third sentence of Section 6.2 of the Acquisition Agreement is hereby amended and restated in its entirety as follows:
The Break-Up Fee will equal $645,000, plus up to $137,500 of the reasonable, documented out-of-pocket expenses of Buyer incurred in connection with this Agreement and the transactions contemplated hereby (such amount, collectively with such expenses, the “ Break-Up Fee ”).
     (b) The signature page to the Acquisition Agreement is hereby amended by deleting the reference to the “Base Break-Up Fee.”
     2.  Bid Procedures Order . Exhibit A to the Acquisition Agreement is replaced in its entirety with Exhibit A to this letter agreement.
     3.  Amendment; No Further Effect . This letter agreement will be deemed to be an amendment of the Acquisition Agreement pursuant to Section 10.8 of the Acquisition Agreement. Except as expressly set forth herein, this letter agreement does not, by implication or otherwise, alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Acquisition Agreement.

 

 

     4.  Miscellaneous . This letter agreement may be signed in any number of counterparts, each of which will be an original, with the same effect as if the signatures on each counterpart were actually upon one instrument.
         
  PROLIANCE INTERNATIONAL, INC.
  		 
  By:   /s/ Arlen F. Henock    
    Name:   Arlen F. Henock   
    Title:   Executive Vice President and
Chief Financial Officer  		 
 
  AFTERMARKET LLC
  		 
  By:   /s/ Arlen F. Henock    
    Name:   Arlen F. Henock   
    Title:   Vice President   
 
  PROLIANCE INTERNATIONAL HOLDING
CORPORATION
  		 
  By:   /s/ Arlen F. Henock    
    Name:   Arlen F. Henock   
    Title:   President   

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Accepted and agreed:

CENTRUM EQUITIES XV, LLC
  		   
By:   /s/ Roger Brown      
  Name:   Roger Brown     
  Title:   LLC Manager     
 
cc:     Jones Day
222 East 41st Street
New York, New York 10017
Facsimile No.: (212) 755-7306
Attn: Pedro Jimenez
Andrew M. Levine
 
    Wynnchurch Capital Ltd.
39400 Woodward Avenue, Suite 185
Bloomfield Hills, Michigan 48304
NYI-4196419v5 45
Facsimile No.: (248) 593-5728
Attn: Terry M. Theodore
 
    Much Shelist
191 N. Wacker Drive, Ste. 1800
Chicago, Illinois 60606
Facsimile No.: (312) 521-2100
Attn: Don S. Hershman

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